Chinnar Securities Private Limited v. K S Raju Associates and Estates Private Limited

Chinnar Securities Private Limited (‘First Demerged Company’), and K S Raju Associates and Estates Private Limited (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) and Saveri Chemicals Private Limited (‘Third Transferor Company’) And Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective NAGARJUNA HOUSING DEVELOPMENT Shareholders. ) FINANCE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 305, Swasthik Society, Road No. 3, Juhu Scheme, ) ) ) ) Vile Parle (W), Mumbai 400 049 ) ……..Applicant Company Called Summons for Direction CORAM: S.J VAZIFDAR.J DATE: 13th February 2009 2 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: (a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited, (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited, the Applicant Company (‘Second Transferor Company’) and Saveri Chemicals Private Limited (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective shareholders is dispensed with in view of consents given by all the Equity Share Shareholders of the Applicant Company, as per their letters of consent annexed as Exhibits C1 to C7 to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath, constituted Attorney of Mr. K Somaraju, Director of the Applicant Company in support of the Summons for Directions. (b) That the convening and holding of the meeting of the members holding Class “A” equity shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited, (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited, , (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited, (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited, the Applicant Company (‘Second Transferor Company’) and Saveri Chemicals Private Limited (‘Third Transferor Company’) and Nagarjuna 3 Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective shareholders is dispensed with in view of consents given by all the “A” Equity Shareholders of the Applicant Company, as per their letter of consent annexed as Exhibit D to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath, Constituted Attorney of Mr. K Somaraju, Director of the Applicant Company in support of the Summons for Directions. (c) The convening and holding the meeting of the sole Preference shareholder of Nagarjuna Housing Development Finance Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) and Saveri Chemicals Private Limited (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective Shareholders (“Scheme”) is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit E to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath, Constituted Attorney of Mr. K Somaraju, Director of the Applicant Company to the affidavit in support of the Summons for Directions. (d) The convening and holding the meeting of the Unsecured Creditor of Nagarjuna Housing Development Finance Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited (‘First Transferor Company’) and K S Raju and 4 Associates Holdings Private Limited (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited, the Applicant Company (‘Second Transferor Company’) and Saveri Chemicals Private Limited (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective Shareholders (“Scheme”) is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit F1 to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath, Constituted Attorney of Mr. K Somaraju, Director of the Applicant Company to the affidavit in support of the Summons for Directions. (e) There are no Secured Creditors in the Applicant Company as mention in paragraph forty three of the affidavit dated 9th day of February, 2009 of Mr. T V Dwarakanath Constituted Attorney of Mr. K Somaraju, Director of the Applicant Company in support of the Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditors does not arise. (f) That in view of the averment made in paragraph forty five of the affidavit dated 9th day of February, 2009 of Mr. T V Dwarakanath Constituted Attorney of Mr. K Somaraju, Director of the Applicant Company in support of the summons for directions stating that the Applicant Company having passed special resolution in the extra ordinary general meeting of the Equity Shareholders, Class ‘A’ Equity Shareholder and Preference Shareholder held on 31st day of March, 2008. Such cancellation of Equity Share Capital (other than Class A Equity Shares), and Preference Share Capital does not involve either diminution of liabilities in respect of unpaid share capital or payment to any Shareholder of any paid up Share Capital, the procedure prescribed under section 101 of the companies Act 1956 is dispensed with for Equity Shareholders, Class A Equity Shareholder and Preference Shareholder. 5 (S. J. VAZIFDAR, J.)